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Resolution - 2006-62RESOLUTION NO.2006-62 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING A SITE AND FACILITY LEASE, A LEASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, AND A BOND PURCHASE AGREEMENT; AND AUTHORIZING THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECTION • THEREWITH WHEREAS, the City of West Covina (the "City") and the West Covina Community Development Commission, as successor to the Redevelopment Agency of the City of West Covina (the "Commission"), have heretofore entered into a Joint Exercise of Powers Agreement establishing the West Covina Public Financing Authority (the "Authority") for the purpose, among other things, of issuing its bonds to be used to provide financing and refinancing for public capital improvements of the City and the Commission; and WHEREAS, the Authority has determined to issue its Lease Revenue Bonds, 2006 Series A (Big League Dreams Project) (the "Series A Bonds") and Lease Revenue Bonds, 2006 Series B (Taxable) (Big League Dreams Project) (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds"), pursuant to an Indenture (the "Indenture"), by and between the Authority and a trustee named therein, to assist the City in the financing of the acquisition, construction and equipping of certain public capital improvements within the City, including a sports park (the "Project"); and WHEREAS, the City will lease to the Authority its fee interest in certain facilities of the City (the "Leased Property") pursuant to a Site and Facility Lease (the "Site and Facility. Lease") in consideration for the issuance by the Authority of the Bonds in a principal amount not to exceed $18,000,000; and WHEREAS, the Authority, concurrently with the execution of the Site and Facility Lease, will lease the Leased Property back to the City pursuant to a Lease Agreement (the "Lease Agreement"), in consideration for the Series A Base Rental Payments equal to the principal of and interest on the Series A Bonds and the Series B Base Rental Payments equal to the principal of and interest on the Series B Bonds; and WHEREAS, to secure payment of principal of, premium, if any, and interest on the Series A Bonds and the Series B Bonds, respectively, under the Indenture, the Authority and the Trustee will enter into an Assignment Agreement, whereby the Authority will assign to the Trustee substantially all of the Authority's rights under the Lease Agreement, including the right to receive the Series A Base Rental Payments and Series B Base Rental Payments, respectively; and WHEREAS, the Bonds are to be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985 (the "Act"), constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and secured pursuant to the Indenture; and WHEREAS, the City has heretofore held a public hearing pursuant to Section 6586.5 of the California Government Code; and WHEREAS, the City hereby declares its reasonable official intent to reimburse certain expenses relating to the Project pursuant to Section 1.150-2 of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"); and •WHEREAS, the Authority issued its $8,165,000 Variable Rate Lease Revenue Bonds, 2004 Series A (the "Golf Course Bonds") pursuant to an Indenture, dated as of August 1, 2004 (the "Golf Course Indenture"), by and between the Authority and U.S. Bank National Association; and WHEREAS, due to a delay in grading of the Golf Course, a portion of the Golf Course Bond proceeds are currently available, and therefore the City intends to apply a portion of the proceeds of the Golf Course Bonds to the financing of the Project; and Resolution No. 2006-62 June 29, 2006 WHEREAS, the City Council has reviewed the documentation related to the issuance of the Bonds which documentation is on file with the City Clerk of the City of West Covina. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Covina (the "City Council") as follows: • Approval of Recitals. The City hereby finds and determines that the foregoing recitals are true and correct. Approval of Site and Facility Lease. The Site and Facility Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Mayor, the City Manager and the City Clerk of the City, and each of them, and any designee of any of them (each, an "Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Site and Facility Lease, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Approval of Lease Agreement. The Lease Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Lease Agreement, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Approval of Bond Purchase Agreement. The Bond Purchase Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Bond Purchase Agreement, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. The underwriter's discount for the Series A Bonds specified in the Bond Purchase Agreement shall not exceed 1.2%, exclusive of original issue discount. The underwriter's discount for the Series B Bonds shall not exceed 1.5%, exclusive of original issue discount. The principal amount of the Bonds shall not exceed $20,000,000 and the final maturity of the Bonds shall not exceed 2040. Approval of a Continuing . Disclosure Agreement. The Continuing Disclosure Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. Bond Insurance and Reserve Surety Policy. An Authorized Officer is hereby authorized, upon a determination by such Authorized Officer that the procurement of municipal bond insurance policy or guaranty, insurance policy or surety bond is in the best interests of the Authority, to procure and maintain a municipal bond insurance policy for the benefit of the registered owners of one or more maturities of the Bonds and procure and maintain a guaranty, insurance policy, or surety bond in place of any reserve required under the hidenture in such form or forms and on such terms as such Authorized Officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of a commitment letter or comparable document for and on behalf of the Authority to the issuer of such municipal bond insurance policy or guaranty, insurance policy, or surety bond. The forms of the Site and Facility Lease, the Lease Agreement, the Official Statement or other document approved herein may be modified as such Authorized Officer may deem necessary or appropriate to procure such municipal bond insurance policy or guaranty, insurance policy or surety bond, if any. 2 Resolution No. 2006-62 June 29, 2006 • • Reimbursable Exnenses. The City reasonably expects to reimburse itself for certain expenses incurred by the City and paid by the City from City funds, or that it may incur with respect to the Project, pursuant to Section 1.150-2 of the regulations promulgated under the Code from a portion of the proceeds of the Bonds (the "Reimbursable Expenses"). The payment of Reimbursable Expenses from such proceeds is consistent with the City's budgetary and financial circumstances. There are no funds or other sources of money of the City, or any related person or controlled entity, that have been, or are reasonably expected to be reserved, allocated on a long- term basis or otherwise set aside to pay the costs of the Project to be paid or reimbursed out of the proceeds of the Bonds. The maximum principal amount of the Bonds from which the Reimbursable Expenses are to be made is reasonably expected to be less than $20,000,000. Further Authorization; Ratification. The Authorized Officers, the other officers and employees of the City, the members of the City Council, Bond Counsel and the other consultants to and agents of the City, are each hereby authorized and directed to do all things and take all actions necessary or desirable to effectuate the transaction contemplated by this Resolution, including the publication of any notices necessary or desirable in connection with the sale of the Bonds either by a negotiated or public sale, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and all actions necessary or desirable in connection with the use of Golf Course Bond proceeds for the Project and such actions are hereby ratified, approved and confirmed in every respect. Effective Date. This Resolution shall become effective immediately upon adoption. Certification. The City Clerk shall certify to the adoption of this Resolution. APPROVED AND ADOPTED on this 29t' day of June 2006. Mayor teve e feA ATTEST City Clerk Lau e Carrico I, LAURIE CARRICO, CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing resolution was duly adopted by the City Council of the City of West Covina, California, at a special meeting thereof held on the 29`s day of June 2006, by the following vote of the City Council: AYES: Lane, Sanderson, Touhey, Herfert NOES: Hernandez ABSTAIN: None ABSENT: None City Clerk Laurie Carrico APPROVED AS TO FORM: l � A, " _ City Attorney Arnol Alvarez-Glasman